Exhibit 10.1 


 


GRANT
AGREEMENT


 


Made
this 24th day of July, 2018 by and between the TOWN OF CANANDAIGUA, a New York municipal corporation having its principal offices
at 5440 Routes 5 and 20 West, Canandaigua, New York 14424 (hereinafter called the “Grantor”), and AKOUSTIS TECHNOLOGIES,
INC. and AKOUSTIS, INC., each a Delaware corporation having its principal offices at 9805 Northcross Center Court, Suite A, Huntersville,
North Carolina 28078 (collectively hereinafter called the “Grantee”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Grantor has received Community Development Block Grant funding for the purpose of providing financing to Grantee to support
Grantee’s purchase and installation of new machinery and equipment to allow it to commence semiconductor manufacturing at
a 120,000 square foot facility located at 5450 Campus Drive, in the Town of Canandaigua, New York, and


 


WHEREAS,
pursuant to this Agreement Grantor will utilize such funding for the purpose of making a grant or grants to Grantee.


 


NOW,
THEREFORE, the parties do hereby agree as follows:


 


SECTION
1.          DEFINITIONS


 


Unless
specifically provided otherwise or the context otherwise requires, when used in this Agreement:


 


1.01
“Application” means the application submitted to the Office of Community Renewal by Grantor dated May 12, 2017 for funding
under the Community Development Block Grant program and any additional submittals by Grantee to support the Application; such
Application and submittals being incorporated herein by reference and made a part hereof.


 


1.02
“CDBG” means Community Development Block Grant, a program of the United States Department of Housing and Urban Development.


 


1.03
“CDBG Funds” means Community Development Block Grant funds, including funds in the form of grants under 24 CFR Part
570, Subpart I and Program Income as defined at 24 CFR 570.489(e).


 


1.04        “Labor
Market Area” shall have the meaning defined at 24 CFR 570.482(h)(2)(ii).


 


1.05
       “HTFC” means the New York State Housing Trust Fund Corporation.


 


1.06
       “HUD” means the United States Department of Housing and Urban Development.


 


1.07
       “OCR” means the Office of Community Renewal, an office of New York Homes
and Community Renewal.


 


1.08
       “OCR Grant” means the award of CDBG funds to Grantor by HTFC as represented
by OCR and as evidenced by Grant Agreement #166ED884-17 between Grantor and HTFC dated June 27, 2017, such Grant Agreement being
incorporated herein by reference and made a part hereof.


 






     


     


    

 


1.11
       “Project” means the activities described in the Application that are to be
undertaken by Grantee and generally consisting of the purchase and installation of new machinery and equipment to allow for the
design and manufacture of single-band and multi-band BAW RF filter solutions at its facility located at 5450 Campus Drive, in
the Town of Canandaigua, New York.


 


SECTION
2.          THE GRANT


 


2.01  The Commitment. Subject to the terms and conditions of this Agreement, Grantor agrees to make a grant to Grantee in an
aggregate principal amount up to, but not exceeding the sum of seven hundred thirty-four thousand dollars ($734,000.00) (hereinafter
the “Grant”). The Grant shall be in consideration of Grantee completing the Project in a manner consistent with the
Application, complying with the employment and reporting requirements of Section 6 of this Agreement, and complying with all other
terms and conditions of this Agreement.


 


2.02  Use of Proceeds. Grant proceeds may be used by Grantee to finance the purchase of machinery and equipment from third-party
vendors made on or after June 27, 2017.


 


2.03  Disbursement of Proceeds. The Grant proceeds shall be disbursed in the following manner:


 


(a) Grantor shall not be obligated to disburse any Grant proceeds until each of the following has occurred:


 


(i)
Grantee shall have executed this Agreement and any other documents evidencing the Grant; and


 


(ii)
Grantee shall have presented evidence satisfactory to Grantor that the Project as described in the Application either (A) has
been completed, or (B) is being implemented and will be completed within a reasonable period of time as determined by Grantor;


 


(b) Grantee’s request to receive Grant proceeds shall be made in writing to Grantor and shall include the following:


 


(i)
A schedule detailing the total amount being requested and a reasonable breakdown of the amount by line item; and


 


(ii)
Evidence satisfactory to Grantor that the requested Grant proceeds represent paid or accrued expenses of Grantee which are eligible
Project costs pursuant to Section 2.02 hereof and which were incurred on or after June 27, 2017.


 


(c) Grantor shall not be obligated to disburse Grant proceeds that exceed an aggregate amount equal to ten and twenty-five hundredths
percent (.1025) of total documented Project Costs expended as of the date of the Grant disbursement.


 






     


     


    

 


(d) Grantor shall have the right, at its sole option, to disburse all or any portion of the Grant proceeds by making payment directly
to a contractor, subcontractor, or vendor to pay accrued expenses of Grantee which represent eligible Project costs, where such
costs have not been paid by Grantee.


 


(e) Notwithstanding any other provision of this Agreement, Grantor shall not be obligated to disburse Grant proceeds to Grantee that
are requested after June 27, 2019.


 


SECTION
3.          REPRESENTATIONS AND WARRANTIES


 


In
order to induce Grantor to enter into this Agreement and to make the Grant herein provided for, Grantee hereby represents and
warrants to Grantor that:


 


3.01 Legal Existence. Grantee is duly organized, validly existing and in good standing under the laws of the State of Delaware,
is authorized to do business in the State of New York and has the legal power to own its assets and to transact the business in
which it is presently engaged.


 


3.02 Power and Authorization. Grantee has the power, authority and legal right to make, deliver and perform this Agreement and
to accept the Grant hereunder and has taken all necessary action of its directors to authorize receipt of the Grant on the terms
and conditions of this Agreement. No consent of any other party and no consent, license, approval or authorization of, or registration
or declaration with, any governmental authority, bureau or agency is required in connection with the execution, delivery, performance,
validity or enforceability of this Agreement.


 


3.03 No Legal Bar to Grants. The execution, delivery and performance of this Agreement will not, to Grantee’s knowledge,
violate any provision of any existing law or regulation or of any order or decree of any court or governmental instrumentality,
or any mortgage, indenture, contract or other agreement to which Grantee is a party or by which Grantee and any of its property
or assets may be bound, and will not result in the creation or imposition of any lien, charge or encumbrance on, or security interest
in, any of its properties pursuant to the provisions of any such mortgage, indenture, contract or other agreement.


 


3.04 No Material Litigation. No litigation or administrative proceedings of or before any court, tribunal or governmental body
is presently pending, or, to the knowledge of Grantee, threatened against Grantee or any subsidiary or any of its or their properties
or with respect to this Agreement which, if adversely determined, would, in the opinion of Grantee, have material adverse effect
on the business, assets or financial condition of Grantee or such subsidiary.


 


3.05 Financial Condition. There have been no material adverse changes in the financial condition or operations of Grantee since
the closing date of the latest financial statement furnished by Grantee to Grantor.


 


3.06 No Default. Grantee is not in default in the payment of any municipal, state or federal tax.


 


3.07 Ownership of Properties; Liens. Grantee has good and marketable title to all of its properties and assets, real and personal,
and none of such properties and assets are subject to any mortgage, lien, pledge, charge, encumbrance, security interest or title
retention or other security agreement or arrangement of any nature whatsoever except as disclosed in (i) the Application, (ii)
in financial statements filed by Grantee with Grantor, (iii) in the Current Report on Form 8-K filed by Grantee on March 5, 2018
(“March 2018 Form 8-K”), or (iv) security interests created by one or more indentures, mortgages and security agreements
to secure $15,000,000 of convertible senior secured notes as disclosed in the Current Report on Form 8-K filed by Grantee on May
10, 2018 (“May 2018 Form 8-K”). As disclosed in the March 2018 Form 8-K, certain of Grantee’s real estate, building
and equipment are subject to a lease-leaseback arrangement with the Ontario County Industrial Development Agency. As disclosed
in the May 2018 Form 8-K, Grantor is expected close on or about May 14, 2018 on the sale of certain convertible senior secured
notes which will be secured by substantially all of Grantor’s assets.


 






     


     


    

 


3.08 Filing of Statements and Reports. Grantee has filed copies of all statements and reports which, to the knowledge of Grantee,
are required to be filed with any governmental authority, agency, commission, board, or bureau.


 


3.09 Job Relocation Statement. The Project will not result in the relocation of any industrial or commercial plant, facility,
or operation from one Labor Market Area to another.


 


SECTION
4.          CONDITIONS OF GRANTING


 


The
obligation of Grantor to make advances of the Grant is subject to the following precedent to each advance unless waived by Grantor:


 


4.01
Compliance with this Agreement. At the time of the making of the Grant and any advances hereunder, Grantee shall have complied,
and then be in compliance, with all the terms, conditions, covenants, representations and warranties herein set forth, as set
forth in the Application and as set forth in all documents evidencing the Grant.


 


4.02
Corporate Action. Grantor shall, at the time of the making of the Grant, have received copies of all papers evidencing
all action of the board of directors of Grantee taken in connection with the Grant, and all legal matters incident to the Grant
shall be satisfactory to the counsel for Grantor.


 


4.03
Certifications. Grantor shall, at the time of the making of the Grant, have received a certification by a duly authorized
officer of Grantee that no material adverse change in the financial condition or operations, if any, of Grantee has occurred since
the closing date of the latest financial statement, if any, furnished by Grantee to Grantor; and that no suits or proceedings
have been instituted against Grantee which in the opinion of Grantee will adversely affect the financial condition or operations
of Grantee.


 


4.04
Opinion of Grantee’s Counsel. Counsel for Grantee shall have delivered to Grantor, in form and substance satisfactory to
Grantor and its counsel, an opinion that Grantee has the power to execute and deliver the documents required under this Agreement
and that all action of the Grantee has been properly authorized.


 


4.05
Grant Documents. All documents required by this Agreement and required by Grantor’s counsel which evidence and secure the
Grant shall have been executed and delivered to Grantor.


 






     


     


    

 


4.06
Title Insurance. Not applicable.


 


4.07
Municipal Compliance. Not applicable.


 


4.08
Flood Hazard. Not applicable.


 


4.09
Insurance. Grantee shall have delivered to Grantor evidence of real property, personal property, and liability insurance
relating to the operations at the Project site, such evidence to be in form and content acceptable to Grantor.


 


4.10
Other. Such other information and documentation as Grantor may reasonably require.





 


4.11
Legal Fees. Grantee shall pay Grantor’s attorney’s fees associated with the closing of the Grant transaction.


 


SECTION
5.          AFFIRMATIVE COVENANTS


 


Grantee
hereby covenants that so long as this Agreement is in effect, Grantee will, unless otherwise consented to in writing by Grantor:


 


5.01
Financial Statements. Not applicable.


 


5.02
Payment of Obligations. Not applicable.


 


5.03
Maintenance of Properties; Insurance. Keep all properties useful and necessary in the business of Grantee in good working
order and condition; maintain, with financially sound and reputable insurance companies, insurance on all of its properties (both
real and personal) in an amount not less than full replacement value, against such risks as are usually insured against in the
same general area and by companies engaged in the same or a similar business.


 


5.04
Taxes. Pay and discharge all taxes, assessments and governmental charges or levies imposed upon it or on its income or
profits or on any of its property prior to the date on which any penalties attach thereto, provided that Grantee shall not be
required by this to pay any such tax, assessment, charge or levy, the payment of which is being contested in good faith and by
proper proceedings.


 


5.05
Existence. Maintain its existence as a Delaware corporation and its authority to do business in New York State.


 


5.06
Records Retention. Retain all records and books of account that are directly pertinent to this Agreement for three (3)
years after the OCR Grant and all other pending matters have closed.


 


5.07
Inspection of Property, Books and Records. Permit Grantor, OCR, HUD, or any agents or representatives thereof, at any reasonable
time and as often as may be reasonably desired, to examine and to make copies and abstracts of Grantee’s records and books of
accounts pertaining only to the covenants and conditions of this Grant Agreement and solely for the purpose of determining or
verifying information pertinent to the covenants and conditions of this Grant Agreement.


 






     


     


    

 


5.08
Compliance With Federal Statutes. Comply with all of the following requirements as applicable:


 


(a)
Title VI of the Civil Rights Act of 1964 {42 U.S.C. 2000d et seq.}, which provides that no person in the United States
shall on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected
to discrimination under any program or activity receiving Federal financial assistance.


 


(b)
Section 109 of the Housing and Community Development Act of 1974 (the “Act”), as amended, and the implementing regulations
at 24 CFR 570.602, which require that no person in the United States shall on the ground of race, color, national origin or sex,
be excluded from participation in, be denied the benefits of, or be subjected to discrimination under, any program or activity
funded in whole or in part with community development funds made available pursuant to the Act. Section 109 of the Act, and the
implementing regulations at 24 CFR Part 146 and 24 CFR Part 8 further provide for the prohibition of discrimination on the basis
of age under the Age Discrimination Act of 1975 {42 U.S.C. 6101 et seq.}, or with respect to an otherwise qualified handicapped
person as provided in section 504 of the Rehabilitation Act of 1973 {29 U.S.C. 794}.


 


(c)
The Housing and Community Development Act of 1974, as amended, and the implementing regulations at 24 CFR Part 570.


 


(d)
If Grant proceeds are used for construction in excess of $2,000.00, Section 110 of the Housing and Community Development Act of
1974 (the “Act”), as amended, which requires that all laborers and mechanics employed by contractors or subcontractors
on construction work financed in whole or in part with assistance received under the Act shall be paid wages at rates not less
than those prevailing on similar construction in the locality as determined by the Secretary of Labor in accordance with the Davis-Bacon
Act, as amended (40 U.S.C. 276a to a-5), and which further requires compliance with the Contract Work House and Safety Standards
Act (40 U.S.C. 327 et seq.).


 


(e)
If Grant proceeds are used for construction, the Copeland “Anti-Kickback” Act (17 U.S.C. 874) as supplemented in Department
of Labor regulations (29 CFR Part 3).


 


(f)
The flood insurance purchase requirements of Section 102(a) of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4021a).


 


(g)
Executive Order 11246, as amended by Executive Order 12086, and the regulations issued pursuant thereto (41 CFR Chapter 60) which
provided that no person shall be discriminated against on the basis of race, color, religion, sex, or national origin in all phases
of employment during the performance of Federal or federally assisted construction contracts. The Grantee’s compliance shall
include causing all contractors and subcontractors providing labor services to be paid from Grant proceeds to comply with the
provisions of Executive Order 11246, as amended by Executive Order 12086.


 


(h)
The requirements of the Americans with Disabilities Act of 1990, as amended.


 


(i)
The Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.),and the implementing regulations contained in 24 CFR 570.608,
respecting prohibition against the use of lead-based paint, notification of hazards of lead-based paint poisoning, and elimination
of lead-based paint hazards.


 






     


     


    

 


5.09
Additional Federal Requirements. Comply with the provisions attached hereto as Exhibit A, “Federal Contract Provisions”.


 


5.10
Completion of Project. Undertake and complete the Project in accordance with the Application and this Grant Agreement.
Grantee acknowledges that the Grant is funded with monies provided through the CDBG program and is made available under a grant
from OCR to the Grantor and agrees to complete the Project as approved by OCR in a manner consistent with the laws, regulations
and policies of the CDBG program.





 


5.11
Project Cost Documentation. In the manner prescribed by the OCR, provide to Grantor an accounting of all Project costs
and documentation that such costs have been incurred by Grantee and have been paid.


 


SECTION
6.          EMPLOYMENT


 


6.01
Definitions. Unless specifically provided otherwise or the context otherwise requires, when used in this Section:


 


(a)
“Covered Jobs” means any and all employment positions created on or after June 27, 2017 and as a direct result of the
Project, notwithstanding any estimates of covered jobs provided by Grantee as part of the Application.


 


(b)
“Employment and Reporting System” means those forms and instructions, in written and/or electronic format, provided
to Grantee by Grantor for the purpose of reporting data and information required pursuant to this Section 6.


 


(c)
“Family” means all persons residing in the same housing unit who are related by birth, marriage or adoption.


 


(d)
“Household” means all persons who reside in a common housing unit.


 


(e)
“HUD” means the United States Department of Housing and Urban Development.


 


(f)
“Low- and Moderate-Income Person” means a member of a family having an income equal to or less than the applicable Section
8 lower income limit established by HUD. Unrelated individuals shall be considered as one-person families for this purpose.


 


(g)
“Project” means the activities to be accomplished by Grantee as described in the Application.


 


6.02
Compliance with Federal Requirements. Grantee acknowledges that the Grant evidenced by this Agreement is subject to the
requirements of Federal statute and regulation relative to the use of Community Development Block Grant funds, and that Grantee’s
agreement to accept the Grant funds pursuant to this Agreement requires Grantee’s compliance with regulations set forth in 24
CFR Part 570, and policies and procedures implemented thereunder by HUD, the United States Department of Labor, OCR, and such
other Federal and State agencies as are or may in the future be charged with the responsibility of monitoring both Grantee’s and
Grantor’s compliance with low- and moderate-income benefit requirements.


 






     


     


    

 


6.03
Employment Undertaking. Grantee agrees to make a minimum of 51% of the Covered Jobs available to Low- and Moderate-Income
Persons. For the purpose of this Agreement, a Covered Job will be considered to be available to Low- and Moderate-Income Persons
if all of the following apply:


 


(a)
The Covered Job does not require special skills that can only be acquired with substantial training, work experience, or education
beyond high school (unless Grantee agrees to provide appropriate training to unqualified persons);


 


(b)
Grantee uses a hiring practice that encourages Low- and Moderate-Income Persons to be applicants; and


 


(c)
Grantee gives first consideration in hiring to qualified Low- and Moderate-Income Persons.


 


6.04
Job Calculation. In calculating Covered Jobs and the availability of Covered Jobs to Low- and Moderate-Income Persons,
the following will apply:


 


(a)
Only permanent jobs will be counted; temporary and construction jobs will not be counted.


 


(b)
Jobs of 35 or more hours per week will be considered as one full-time job. Part-time permanent jobs of less than 35 hours per
week will be converted to full-time equivalent jobs by dividing the number of part-time hours by 40.


 


(c)
Seasonal jobs will be considered to be permanent jobs if the duration of the working period is long enough to classify the job
as the employee’s principal occupation.


 


6.05
Employment and Reporting System. Consistent with the instructions and forms that comprise the Employment and Reporting
System, Grantee agrees to:


 


(a)
Maintain data for each applicant for a Covered Job including:


 


(i)
The applicant’s name and address;


 


(ii)
The applicant’s family size, family income, race, ethnicity, gender, handicapped status, female-headed household status, elderly
status, and unemployment status;


 


(iii)
The applicant’s status with respect to hiring for a Covered Job; and


 


(iv)
If applicable, the reason(s) that an applicant who is a Low- and Moderate-Income Person was not hired for a Covered Job.


 


(b)
Maintain data for each Covered Job which is created and filled including:


 


(i)
The job title and its availability to Low- and Moderate-Income Persons;


 






     


     


    

 


(ii)
Whether a Low- and Moderate-Income Person was hired for the job;


 


(iii)
The salary or wage for the job and whether health benefits are offered for the job; and


 


(iv)
A description of the hiring process for the job.


 


(c)
Submit quarterly reports of the applicants and Covered Job data to Grantor covering the calendar quarters ending March 31st,
June 30th, September 30th, and December 31st, to be provided no later than the 15th
day of the month following the end of each calendar quarter.


 


6.06
Expected Schedule of Employment Positions. Grantee represents that the employment positions created as a result of the
Project are expected to be created no later than June 26, 2019 and are expected to be the following:


 


	#
of

        Jobs
	Job
Title
	Required
Skills, Education, and Experience
	Estimated

Salary/Wage
	Hours

Per

Week

	40	Cleanroom/ 

        Production 
	HS
    req.; Assoc. preferred; will train	$54,000/yr	40
	8	Cleanroom/ 

        Production 
	Assoc.
    or higher; some experience	$54,000/yr	40
	4	Quality
    Inspector	Assoc.
    or higher; some experience	$60,000/yr	40
	4	Quality
    Inspector	HS
    req.; Assoc. preferred; will train	$60,000/yr	40
	14	Tech/Engineer	BA/BS
    + experience	$101,000/yr	40
	4	Mgt.
    Supervisor	BA;
    management experience	$95,000/yr	40


 


6.07
Right of Inspection. Grantee shall maintain in its files adequate documentation to support the data specified at Section
6.05 of this Agreement. Grantor and any duly authorized representative of OCR and HUD shall, at all reasonable times and upon
prior written notice, have access to and the right to inspect and copy all such documentation.


 


6.08
Job Relocation Certification. Grantee hereby certifies to Grantor that neither Grantee nor any of its subsidiaries has
plans to relocate jobs as a result of the Project that would result in a significant job loss (as such term is defined at 24 CFR
570.482(h)(2)(iv)) in a Labor Market Area other than the Labor Market Area in which the Project is located.


 






     


     


    

 


Section
7.              REIMBURSEMENT OF GRANT FUNDS


 


7.01
In the event that (i) OCR shall make a finding regarding the implementation or administration of the Project that requires Grantor
to pay to OCR, or requires Grantor to reimburse to Grantor’s CDBG account from non-CDBG Funds, any amount of the OCR Grant
funds, and (ii) it is expressly stated by OCR that such OCR finding resulted in whole or in part from Grantee’s failure
to meet its obligations pursuant to this Agreement in a manner acceptable to OCR; then Grantor shall have the right to receive
from Grantee, and Grantee shall have the obligation to pay to Grantor, the lesser of (i) a sum equal to the amount Grantor is
required by the OCR finding to pay to OCR or to reimburse to Grantor’s CDBG account, or (ii) the amount of CDBG Funds disbursed
to Grantee by Grantor pursuant to this Agreement. Grantor shall exercise such right of receipt by written notification to Grantee
which includes an assertion of such right, the amount of Grantee’s obligation, and written evidence of the applicable OCR
finding. Grantee shall effect such payment to Grantor within twenty-one (21) calendar days of its receipt of such notification.


 


7.02
The obligations of Grantee with respect to Section 7.01 of this Agreement shall terminate at such time as OCR issues a written
closeout of the OCR Grant to Grantor. To the extent that such closeout is dependent upon actions to be taken by Grantor, Grantor
shall make its best efforts to take such actions in a timely manner. Grantee acknowledges and agrees that OCR’s issuance
of a written closeout of the OCR Grant will require Grantee’s compliance with the terms and conditions of this Agreement.


 


7.03
Notwithstanding any other provision of this Agreement, in the event that Grantee ceases its operations in the Town of Canandaigua,
New York for a continuous period of ninety (90) days, then Grantor shall have the right to receive from Grantee, and Grantee shall
have the obligation to pay to Grantor the amount of CDBG Funds disbursed to Grantee by Grantor pursuant to this Agreement. Grantor
shall exercise such right of receipt by written notification to Grantee which includes an assertion of such right and the amount
of Grantee’s obligation. Grantee shall effect such payment to Grantor within twenty-one (21) calendar days of its receipt
of such notification. The provisions of this Section 7.03 shall terminate the earlier of (i) the effective date of a written closeout
of the OCR Grant issued to the Grantor by the OCR, or (ii) June 30, 2020.


 


7.04
Notwithstanding any other provision of this Agreement, in the event that Grantee shall have relocated jobs as a result of the
Project that resulted in a significant job loss (as such term is defined at 24 CFR 570.482(h)(2)(iv)) in a Labor Market Area other
than the Labor Market Area in which the Project is located, then Grantor shall have the right to receive from Grantee, and Grantee
shall have the obligation to pay to Grantor, the amount of CDBG Funds disbursed to Grantee by Grantor pursuant to this Agreement.
Grantor shall exercise such right of receipt by written notification to Grantee which includes an assertion of such right and
the amount of Grantee’s obligation. Grantee shall effect such payment to Grantor within twenty-one (21) calendar days of
its receipt of such notification.


 


SECTION
8.           MISCELLANEOUS


 


8.01
Notices. All notices, requests and demands to or upon the respective parties hereto shall be deemed to have been given
or made three days after having been deposited in the mail, postage prepaid, return receipt requested, or one day after having
been delivered to an overnight delivery service, addressed as set forth below or to such other address as may be hereafter designated
in writing by the respective parties hereto:


 


		Grantee:	Akoustis
                                         Technologies, Inc. and Akoustis, Inc.






9805
Northcross Center Court, Suite A 


Huntersville,
North Carolina 28078


 






     


     


    

 


		Grantor:	Supervisor,
Town of Canandaigua






5440
Routes 5 and 20 West 


Canandaigua,
New York 14424


 


8.02
Captions. The captions of the various sections and subsections of this Agreement have been inserted only for the purpose
of convenience, and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Agreement.


 


8.03
Exhibits. Exhibits, if any, shall constitute an integral part of this Agreement.


 


8.04
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Grantee and Grantor and their
respective successors and assigns, except that Grantee may not transfer or assign any of its rights or interests hereunder without
the prior written consent of Grantor.


 


8.05
Construction. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed
and interpreted in accordance with the laws of the State of New York. If any of the provisions of this Agreement shall be or become
illegal or unenforceable under any law, the other provisions shall remain in full forth and effect.


 


8.06
Prior Agreements Superseded. This Agreement shall completely supersede all other prior understandings or agreements, both
written and oral, between Grantor and Grantee relating to the Grant.


 


8.07
Amendments. This Agreement may be amended only with the written consent of Grantor and Grantee or their duly authorized
agents in writing.


 


8.08
Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of New York.
The Grantee agrees that any action or proceeding to enforce the provisions of this Agreement may be commenced by the Grantor in
New York State Supreme Court in any county, or in the District Court of the United States in any district, in which the Grantor
has an office, and the Grantee waives personal service of process and agrees that a summons and complaint commencing an action
or proceeding in any such court shall be properly served and shall confer personal jurisdiction if served by registered mail to
the Grantee at the Grantee’s address or to such other individual and/or address as provided in written notice from the Grantee
to the Grantor, or as otherwise provided by the Laws of the State of New York or the United States. The Grantee agrees to waive
any and all rights to change the venue of any action or proceeding brought to enforce the Agreement and waives any right to assert
any counterclaim or set-off or any defense based upon statute of limitations or claims of laches in any such action or proceeding.


 


8.09
Assignment By Grantor. Grantor, in consideration of the CDBG Funds awarded to it by HTFC, assigns all of its rights and
remedies under this Agreement to HTFC. In the event (i) the CDBG Agreement entered into between the Grantor and HTFC is terminated
for any reason, or (ii) HTFC, in its sole and absolute discretion, finds deficient performance or inadequate management capacity
on the part of the Grantor, HTFC shall have the right to notify Grantee that HTFC has asserted its rights to enforce any and all
obligations of Grantee under this Agreement or any other Grant instrument executed in connection herewith. Until such time as
HTFC elects to exercise such rights by mailing to the Grantor and Grantee written notice thereof, Grantor is authorized to enforce
all rights under this Agreement.


 






     


     


    

 


8.10
Waiver Of Jury Trial. Grantor and Grantee hereby waive their respective rights to a trial by jury in connection with any
action or proceeding brought to determine any claim or controversy involving this Agreement.


 


8.11
Indemnification. Grantee shall defend, indemnify, and hold harmless Grantor and HTFC and their respective agents and employees
from and against any and all claims, actions, damages, losses, expenses, and costs of every nature and kind, including reasonable
attorney’s fees, incurred by or asserted or imposed against Grantor or HTFC arising out of the Project or Grantee’s
actions with respect to this Agreement.


 


SECTION
9.          TERM OF AGREEMENT


 


9.01
This Agreement shall become effective as of the date first above written.


 


9.02
This Agreement shall terminate at such time as each of the following events shall have occurred:


 


(a)
OCR shall have issued a written closeout of the OCR Grant to Grantor. To the extent that such closeout is dependent upon actions
to be taken by Grantor, Grantor shall make its best efforts to take such actions in a timely manner. Grantee acknowledges and
agrees that OCR’s issuance of a written closeout of the OCR Grant will require Grantee’s compliance with the terms
and conditions of this Agreement; and


 


(b)
Any amounts owing to Grantor pursuant to the grant reimbursement requirements at Section 7 of this Agreement shall have been paid
by Grantee.


 


9.03
Notwithstanding any other provision of this Agreement, Grantor may immediately terminate this Agreement in writing in the event
Grantee fails to comply with the provisions hereof.


 


[Remainder
of Page Intentionally Left Blank]


 






     


     


    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


 


TOWN
OF CANANDAIGUA


 


	By:	/s/
                                         Gregory R. Westbrook	
	 	Gregory
                                         R. Westbrook, Supervisor	



  


AKOUSTIS
TECHNOLOGIES, INC.


 





	By:	/s/
John T. Kurtzweil	
	 	John
T. Kurtzweil, Chief Financial Officer	


 


AKOUSTIS,
INC.


 





	By:	/s/
John T. Kurtzweil	
	 	John
T. Kurtzweil, Chief Financial Officer	


  




     


     


    

 


Exhibit
A


 


Federal
Contract Provisions


 


To
the extent applicable, the Grantee shall comply with the following requirements:


 


		1.	Equal
                                         Employment Opportunity - All construction contracts awarded in excess of $10,000 shall
                                         contain a provision requiring compliance with E.O. 11246, “Equal Employment Opportunity,”
                                         as amended by E.O. 11375, “Amending Executive Order 11246 Relating to Equal Employment
                                         Opportunity,” and as supplemented by regulations at 41 CFR part 60, “Office
                                         of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of
                                         Labor.”



 


		2.	Copeland
                                         “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) - All contracts and
                                         subgrants in excess of $2000 for construction or repair shall include a provision for
                                         compliance with the Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented
                                         by Department of Labor regulations (29 CFR part 3, “Contractors and Subcontractors
                                         on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from
                                         the United States”). The Act provides that each contractor or subrecipient shall
                                         be prohibited from inducing, by any means, any person employed in the construction, completion,
                                         or repair of public work, to give up any part of the compensation to which he is otherwise
                                         entitled. All suspected or reported violations shall be reported to the Federal awarding
                                         agency.



 


		3.	Davis-Bacon
                                         Act, as amended (40 U.S.C. 276a to a-7) - When required by Federal grant program legislation,
                                         all construction contracts awarded by Recipients and subrecipients of more than $2000
                                         shall include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 276a to
                                         a-7) and as supplemented by Department of Labor regulations (29 CFR part 5, “Labor
                                         Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted
                                         Construction”). Under this Act, contractors shall be required to pay wages to laborers
                                         and mechanics at a rate not less than the minimum wages specified in a wage determination
                                         made by the Secretary of Labor. In addition, contractors shall be required to pay wages
                                         not less than once a week. The Recipient shall place a copy of the current prevailing
                                         wage determination issued by the Department of Labor in each solicitation and the award
                                         of a contract shall be conditioned upon the acceptance of the wage determination. All
                                         suspected or reported violations shall be reported to the Federal awarding agency.



 


		4.	Contract
                                         Work Hours and Safety Standards Act (40 U.S.C. 327-330) - Where applicable, all construction
                                         contracts awarded in excess of $100,000. Contracts that involve the employment of mechanics
                                         or laborers shall include a provision for compliance with Sections 103 and 107 of the
                                         Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330), as supplemented by
                                         Department of Labor regulations (29 CFR part 5). Under Section 102 of the Act, each contractor
                                         shall be required to compute the wages of every mechanic and laborer on the basis of
                                         a standard work week of 40 hours. Work in excess of the standard work week is permissible
                                         provided that the worker is compensated at a rate of not less than 11⁄2 times the
                                         basic rate of pay for all hours worked in excess of 40 hours in the work week. Section
                                         107 of the Act is applicable to construction work and provides that no laborer or mechanic
                                         shall be required to work in surroundings or under working conditions which are unsanitary,
                                         hazardous or dangerous on federal and federally financed and assisted construction projects.
                                         These requirements do not apply to the purchases of supplies or materials or articles
                                         ordinarily available on the open market, or contracts for transportation or transmission
                                         of intelligence.



 






     


     


    

 


		5.	Patent
                                         Rights to Inventions Made Under a Contract or Agreement - Contract agreements for the
                                         performance of experimental, developmental, or research work shall provide for the patent
                                         rights of the Federal Government and the Recipient in any resulting invention in accordance
                                         with 37 CFR part 401, “Rights to Inventions Made by Nonprofit Organizations and
                                         Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,”
                                         and any implementing regulations issued by the awarding agency.



 


		6.	Clean
                                         Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C.
                                         1251 et sea.), as amended - Contracts and subgrants of amounts in excess of $100,000
                                         shall contain a provision that requires compliance with all applicable standards, orders
                                         or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the
                                         Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq,). Violations shall
                                         be reported to the Federal awarding agency and the Regional Office of the Environmental
                                         Protection Agency (EPA).



 


		7.	Section
                                         3 12 U.S.C. 1701u of The Housing and Community Development Act of 1968, as amended -
                                         All contracts subject to Section 3 shall include the clause set forth at 24 CFR 135.38
                                         as provided in the Section 3 Rider.



 


8.       The
following provisions shall also be included in all contracts as applicable:


 


		a.	Contracts
                                         in excess of the small purchase threshold shall contain contractual provisions or conditions
                                         that allow for administrative, contractual, or legal remedies in instances by which a
                                         contractor violates or breaches the contract terms, and provides for such remedial actions
                                         as may be appropriate.



 


		b.	All
                                         contracts in excess of $10,000 shall contain suitable provisions for termination by the
                                         Recipient, including the manner by which such termination shall be effected and the basis
                                         for settlement.



 


		c.	Except
                                         as otherwise required by statute, an award that requires the contracting (or subcontracting)
                                         for construction or facility improvements shall provide for the Recipient to follow its
                                         own requirements relating to bid guarantees, performance bonds, and payment bonds unless
                                         the construction contract or subcontract exceeds $100,000. For those contracts or subcontracts
                                         exceeding $100,000, the OCR may accept the bonding policy and requirements of the Recipient,
                                         provided the OCR has made a determination that the Federal Government’s interest
                                         is adequately protected. If such a determination has not been made, the minimum requirements
                                         shall be as follows:



 


		(i)	A
                                         bid guarantee from each bidder equivalent to five percent of the bid price. The “bid
                                         guarantee” shall consist of a firm commitment such as a bid bond, certified check,
                                         or other negotiable instrument accompanying a bid as assurance that the bidder shall,
                                         upon acceptance of this bid, execute such contractual documents as may be required within
                                         the time specified.



 






     


     


    

 


		(ii)	A
                                         performance bond on the part of the contractor for 100 percent of the contract price.
                                         A “performance bond” is one executed in connection with a contract to secure
                                         fulfillment of all the contractor’s obligations under such contract.



 


		(iii)	A
                                         payment bond on the part of the contractor for 100 percent of the contract price. A “payment
                                         bond” is one executed in connection with a contract to assure payment as required
                                         by statute of all persons supplying labor and material in the execution of the work provided
                                         for in the contract.



 


		(iv)	Where
                                         bonds are required in the situations described herein, the bonds shall be obtained from
                                         companies holding certificates of authority as acceptable sureties pursuant to 31 CFR
                                         part 223, “Surety Companies Doing Business with the United States.”



 


		d.	All
                                         negotiated contracts awarded by Recipients or subrecipients shall include a provision
                                         to the effect that the Recipient or subrecipient, the OCR, the Comptroller General of
                                         the United States, or any of their duly authorized representatives, shall have access
                                         to any books, documents, papers and records of the contractor which are directly pertinent
                                         to a specific program for the purpose of making audits, examinations, excerpts and transcriptions.



 


		e.	All
                                         contracts shall contain a provision indemnifying the Housing Trust Fund Corporation,
                                         its agents and employees, from and against any and all claims, actions, damages, losses,
                                         expenses and costs of every nature and, including reasonable attorney’s fees, incurred
                                         by or assessed or imposed against the Housing Trust Fund Corporation, to the fullest
                                         extent permitted by law, arising out of the project being funded with NYS CDBG funds.



 


		f.	All
                                         contracts shall contain a provision acknowledging that all parties shall be bound by,
                                         and comply with all applicable Federal, State, and local laws and regulations, including,
                                         but not limited to 2 CFR Part 200 and 24 CFR Part 570.